Continued from last issue... FreemenKillraven, M'Shulla, and Carmilla struggle with the chimera-like creature Cerberus in the Martians' cave facility. Killraven and Carmilla are caught in its tentacles, while M'Shulla tries to evade it. Killraven manages to kick Carmilla's discarded chakram throwing weapon and kicks it at the tentacle holiding her, freeing her, so Carmilla can use her sword to free him. Killraven then ensnares Cerberus' two main heads with a barbed lariat, while Carmilla helps M'Shulla flip onto the heads, causing the barbed lariat to cut its throats. Checking if the creature is dead, they hear a human voice and see that a human being had been grafted into the creature. He thanks the Freemen and tells them that he had prayed for death, and that he was a slave scientist who rebelled against the Martians' experiments. In revenge the Martians grafted him to become part of Cerberus. The scientist confirms that Mint Julep who they seek is in the depths of the base, but warns them they will be descending into Hell.

Further inside the base, Mint Julep reports to Keeper Thavas about her defeat by Killraven and his men and the loss of her air barge. He disbelieves her story, but indicates that she can make up for her failure sexually in his private quarters later. A furious Mint storms off, but before she can get far, a hand is clamped over he mouth and she is captured by the Freemen, who demand to know where their friend Volcana Ash has been taken. Mint asks Killraven to join her again, but he refuses, while she refuses to be free with him. Reluctantly, she leads them to Volcana, whose pyrokinetic powers are being tested by the scientists. Volcana tries to break free and destroy a watching Martian, but it shocks her with its weapon. Enraged, and despite the fact he has no projectile weapons, Killraven attacks with his sword, joined by M'Shulla. Keeping the Martian unbalanced, Killraven finds a weak spot and plunges his sword through the Martian's armor, killing it. Incensed, the scientists pull guns on the Freemen, but M'Shulla kills the leader and knocks out the others. Killraven frees Volcana, and they take the scientists' guns. The group start to escape, as Carmilla and M'Shulla tease Killraven about his feelings for Volcana.

Suddenly, Killraven experiences a telepathic vision of the Martians' dying home planet. The Freemen realize it means the Martians are aware of their location. Seeing the martial force of the facility heading for them, Carmilla suggests they release some of the Martians' experimental creatures to cover their escape. Carmilla forces Mint to open the cells and the creatures swarm the Martians' forces. They realize Mint has freed every creature in the facility in the hopes of pulling a fast one. Volcan confronts Mint and tells her she's going to make sure she's really free, and burns off Mint's slave collar - removing your slave collar being a crime punishable by death. Mint runs away, obviously aware of another way out.

The Freemen debate whether to follow her, before Killraven realizes the creatures aren't even trying to escape - they're more interested in fighting the Martian forces. Killraven heads into the fray, while the others are attacked by a Martian tripod, their guns useless against it. Suddenly it is destroyed by a high-energy beam - Killraven has liberated some bigger guns. The Freemen target the Martians to give the creatures more chance against the troops, while Volcana directs the fires that are breaking out toward the enemy. The tide begins to turn in the Freemen's favor, before Carmilla is grabbed by one of the Martians, which uses her as a human shield. Before they can act, one of the creatures grabs Carmilla, and plunges an iron bar into the Martian, killing it. The creature, a large orange reptilian creature with tentacles for arms, points them to a way out, just as the fuel store begins to catch light. They all escape, along with many of the creatures and some of the keeper's men. The orange creature hangs around the Freemen, and they decide to take it with them, reasoning that it has never been outside before. Some lettering on its head reads 'Grok.'

Back at the Freemen's camp, Old Skull trains John like a Spartan gladiator, helping him to toughen up, while explaining about his own past. Killraven's group return, and M'Shulla tells a pleased Old Skull that Killraven is in love with Volcana.

At the nearby lake, Volcana leads Killraven into the cool water, explaining that she doesn't know if she can control her pyrokinetic power when she's distracted. The two kiss, and steam begins to rise from the water. As the Freemen and Grok see the steam rising from a distance, Old Skull says he loves happy endings...